Unless otherwise defined herein, the
terms defined in the Cepheid , a California corporation (the
“ Company ”), 2006 Equity Incentive Plan,
as amended (the “ Plan ”), shall have the
same meanings in this Notice of Non-Plan Restricted Stock Unit
Award (the “ Notice ”).

Name:

Michael
Fitzgerald

Address:

You (“
Participant ”) have been granted an award of
Non-Plan Restricted Stock Units (“ RSUs
”) subject to the terms and conditions of this Notice and the
attached Non-Plan Award Agreement (Restricted Stock Units)
(hereinafter “ RSU Agreement
”).

Number of RSUs:

10,000
Shares

Date of Grant:

1/14/2012

Vesting Commencement Date:

1/14/2013

Expiration Date:

The date on
which settlement of all RSUs granted hereunder occurs, with earlier
expiration upon the Termination Date.

Vesting Schedule:

Subject to the
limitations set forth in this Notice and the RSU Agreement, the
RSUs will vest in accordance with the following schedule: 25% on
the one-year anniversary of the Vesting Commencement Date and 6.25%
on each three-month anniversary thereafter, such that the RSUs will
be fully-vested on the four-year anniversary of the Vesting
Commencement Date; provided , however , that in the
event of your Termination Upon Change of Control, as defined in
your Change of Control Agreement with the Company (the “
Change of Control Agreement ”), the terms of
the Change of Control Agreement shall be applicable to and shall
govern the vesting schedule of the RSUs and shall supersede all
provisions to the contrary in this Notice and RSU
Agreement.

You understand that your employment
or consulting relationship or service with the Company is for an
unspecified duration, can be terminated at any time (i.e., is
“at-will”), and that nothing in this Notice or the RSU
Agreement changes the at-will nature of that relationship. You
acknowledge that the vesting of the RSUs pursuant to this Notice is
earned only by continuing service as an employee, director or
consultant of the Company. You also understand that this Notice is
subject to the terms and conditions of the RSU Agreement, and the
Change of Control Agreement, both of which are incorporated herein
by reference. Participant has read the RSU Agreement.

PARTICIPANT

CEPHEID

Signature:

By:

Print Name:

Its:

NON-PLAN AWARD AGREEMENT
(RESTRICTED STOCK UNITS)

(INDUCEMENT RESTRICTED STOCK UNIT
AWARD)

Unless otherwise defined herein, the
terms defined in the Cepheid, a California (the “
Company ”), 2006 Equity Incentive Plan, as
amended (the “ Plan ”), shall have the
same defined meanings in this Non-Plan Award Agreement (Restricted
Stock Units) (the “ Agreement
”).

You (“
Participant ”) have been granted Restricted
Stock Units (“ RSUs ”) subject to the
terms, restrictions and conditions of the Notice of Non-Plan
Restricted Stock Unit Award (the “ Notice
”) and this Agreement.

1.Settlement . Settlement of RSUs
shall be made within 30 days following the applicable date of
vesting under the vesting schedule set forth in the Notice.
Settlement of RSUs shall be in Shares.

2.No Stockholder Rights . Unless and
until such time as Shares are issued in settlement of vested RSUs,
Participant shall have no ownership of the Shares allocated to the
RSUs and shall have no right to dividends or to vote such
Shares.

3.No Dividend Equivalents.
Dividends, if any (whether in cash or Shares), shall not be
credited to Participant on RSUs.

4.No Transfer . The RSUs and
any

RealDealDocs™ has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product.